Terms and Conditions

OnePatch Ltd “The Company” encourage everyone to review these terms conditions before purchasing any of the products or services we provide. By purchasing any products or services or by visiting the OnePatch website or associated sites, you agree to be bound by the Terms and Conditions outlined below. OnePatch Ltd reserves the right to change these terms at any time. Potential and existing Customers are encouraged to review the terms and conditions periodically to be aware of any possible changes.

OnePatch LIMITED (company number 11707641) with the registered office at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX and offers a cloud based Multi-Channel eCommerce Management System called OnePatch.

1. Introduction

1.1 OnePatch Ltd offers a cloud based Multi-Channel eCommerce Management System called OnePatch.

1.2 By using this Site, subscribing to services and/or placing an Order you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions below, please do not use or access this Site. You must read and accept all of the terms and conditions contained herein before you may use or access the Site in any way.

1.3 These terms and conditions constitute the entire terms and conditions upon which OnePatch provides the Service and upon which the Client agrees to contract for the use of the Service except where specifically varied by written agreement by OnePatch on its order Confirmation. They supersede any written or oral representations, statements, understandings or agreements.

1.4 From time to time, it will be necessary to update the terms and conditions and you agree to be bound by the new terms and conditions after the implementation date for the revised terms and conditions.

Definitions

In this Agreement;

“Agreement” means these terms and conditions together with the Client’s Order as confirmed in OnePatch Order Confirmation.

“OnePatch Service” means the OnePatch software owned by OnePatch Ltd, aimed at the businesses and available from our Site at https://www.OnePatch.co.uk

“Completion” means the date when the Service shall be complete as defined on the Site.

“Client” means company, partnership, sole trader or other business legal entity who registers and either subscribes to the Subscription Services or purchases a License to use the from OnePatch as described in the Order Confirmation.

“Completed Order” means a successful subscription in terms of the Order Confirmation.

“Client Usage Policy” means the usage first agreed and subject to amendment after the service has commenced based on the actual usage and capacity subject to an adjustment in price for the actual capacity used by the client.

“Subscription Services” means any Client requiring a license or can subscribe to access the OnePatch Service.

“Information” means any and all material contained in this Site.

“Intellectual Property” means any patent, invention, copyright, code, database right, registered or unregistered design, trademark belong to The Software (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.

“the Contract Price” means the price for the Service as set out in the Order Confirmation. “the Service” means the provision of access to the Software via the Site.

“the Site” means the OnePatch Website operating under the domain name of https://OnePatch.co.uk

“Subscription Services” means the purchase of a OnePatch Service license to be paid on a monthly basis as fully described on the Site.

“the User” means anyone who browses the Site.

“Order” means the Clients instruction to OnePatch to proceed with the Service.

“Order Confirmation” means the email acceptance sent by OnePatch following receipt of the Client’s Order.

“Inactive Users” means those Clients who have not used the Service for at least 3 months (no payment has been received for the Service).

“Writing” includes any email correspondence.

“Working Day “means within the hours of 9.00am to 5.00pm, GMT Monday to Friday only, not including weekends, bank or statutory holiday.

“the Service Commencement Date” shall be the date the Service is available as set out in the Order Confirmation.

“Stripe” means the online method of payment provided through our third-party provider and subject to their terms and conditions.

“API Services” means the Application Programming Interface which includes the tools, the software, the relevant documentation, technical guidelines, kits and associated support associated with the API service.

2. Service Provision

2.1 OnePatch will provide an order Confirmation for all orders placed but reserves the right to accept or reject any Order at its sole discretion.

2.2 OnePatch will use all reasonable endeavours to provide the Service as described on the Site.

2.3 OnePatch may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.

2.4 OnePatch encourages any potential Clients to contact OnePatch if a more complex or comprehensive service is required including bespoke services. You can contact us by email at hello@OnePatch.co.uk

2.5 The Client is expected to be a business and OnePatch reserve the right to verify the veracity of the subscription and the company’s credentials.

2.6 OnePatch will also provide newsletter services to the Client offering our Clients Service updates via the newsletter.

2.7 With regards to the Client content after cancellation of Services please note

2.7.1 all Client data will be archived after 3 months from cancellation and destroyed 6 months after cancellation.

2.7.2 in the event the Client resumes the use of the Service and requires restoration of Client content, the Client accepts that the data may be destroyed (Inactive User) as part of our Service.

2.8 The Client must accept the latest upgraded version of the OnePatch Service; we will not host multiple versions of the OnePatch Service.

3. Proprietary Intellectual Rights

3.1 All Intellectual Property Rights in the materials on this Site (as well as the organisation and layout of this Site) together with the underlying OnePatch Service code are owned by, licensed or authorised to OnePatch, its assignees, licensees or sub-licensees thereof and the copyright in the text, artwork, graphics and images on the Site is owned by OnePatch Ltd or its licensors or its content or technology providers except where otherwise specified. Nothing in these terms and conditions transfers to you any rights of ownership of such intellectual property rights or constitutes a licence to use such intellectual property rights other than to the extent expressly set out in these terms and conditions. Without Our prior written permission, you may not copy, modify, alter, re-engineer, publish, broadcast, distribute, sell or transfer any material on this Site or the underlying OnePatch Service code whether in whole or in part. However, the contents of this Site may be shared via the ‘share’ button on the Site.

3.2 All intellectual property rights arising out of this Agreement shall vest in OnePatch. The Client is granted a non-exclusive, non-transferable, royalty-free licence to use that intellectual property for the purposes envisaged by the Agreement.

3.3 All Client-owned content and materials including all pre-existing Trademarks shall remain the sole property of the Client or its respective suppliers and the Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to OnePatch a nonexclusive, non-transferable licence to use, reproduce, modify, display and publish the Client-owned content and materials solely in connection with the Work.

3.4 Nothing in this Agreement shall be taken to prevent us from using any expertise acquired or developed during the performance of this Agreement in the provision of services to other parties. OnePatch retains the right to use Intellectual Property content for marketing use including the client’s logo and brief description of the service.

3.5 The term ‘Etsy’ is a trademark of Etsy, Inc. This application uses the Etsy API but is not endorsed or certified by Etsy, Inc.

4. Security

4.1 OnePatch treat the security of our customer’s personal information extremely seriously and take measures to ensure that your privacy is protected at all times.

4.2 OnePatch does not store any credit card information on our systems – all card payments are processed through Stripe and any recurring payments are stored and managed by the Stripe system.

4.3 In accordance with GDPR regulation, OnePatch Ltd will not distribute or disclose your personal information to third parties unless we have prior permission from you or are required by law to do so.

5. Technical Support

5.1 The Client is encouraged to contact us within Working Hours by email at hello@onepatch.co.uk click ‘support’, chose technical or available on the Site under online support.

5.2 Unless otherwise agreed where you have contracted as a Client and you have also contracted for technical support (as set out in the Order Confirmation), we will for the duration of this Agreement:

5.2.1 endeavour to achieve a response time of 4 hours unless otherwise agreed in the Order Confirmation (time not being of the essence); however, the response time may alter if a technical issue is more complex. The Technical Support will be generally available between 9.00am and 5.00pm, Monday to Friday (excluding public holidays or statutory holidays).

5.2.2 the fix time will depend upon the complexity of the Client issue; however, we will endeavour to resolve the problem as soon as is necessary (time not being of the essence).

5.3 PROVIDED THAT we shall not be required to provide technical Support or shall (at our sole discretion) be entitled to provide a Technical Support only as we may agree with you, where a defect has arisen and/or support is required as a result of you or a third party altering, modifying or in any altering the System.

5.4 Where the Client has contracted for a different level of Technical Support from OnePatch (separately from any other third-party support service), such bespoke support will be chargeable and will be set out in writing and agreed with the Client prior to any commencement of Services.

5.5 In cases where the Client has used the support services in excess of that initially agreed; the Client will be asked to consider a bespoke level of service more suited to their needs, subject to OnePatch Client usage policy, OnePatch to be the sole arbiter of this issue.

5.6 Due to the nature of the Services to be provided, no refund is offered by OnePatch out with the specifications within section 6.2

6. Subscriptions, Upgrades, Cancellations & Refunds

6.1 Payments for subscriptions to OnePatch are applied after a Client has registered and agreed to the terms and conditions. Payments will then either; be taken in full if the customer opted to pay yearly; or will be generated on a recurring monthly basis, starting on the day of subscription. For invoices, please email hello@onepatch.co.uk.

6.2 Clients are not entitled to a refund once their purchase has been made.

6.3 Clients are entitled to cancel a subscription to OnePatch at any time. Cancellations can be processed by following the Cancellation Procedure, listed under the My Account section of the OnePatch system. The account will remain active until the next billing date and will be deactivated thereafter. If a customer has chosen to pay yearly, the service will be deactivated, and the data will be deleted, one year following the start date.

6.4 If the business situation of a Client changes and they wish to upgrade their subscription, this can be done on the OnePatch app.

6.5 OnePatch packages are subject to change.

6.6 Clients will always be notified within 30 days if their subscription cost is to change.

6.7 Any introductory offers are subject to change and can cease to exist at any time without prior warning from OnePatch.

6.8 The free trial will be the Basic Package which allows for connection to 3 sales channels, unlimited SKUs to be uploaded into OnePatch and 150 orders to be sent through to OnePatch.

7. Changes to Subscription Cost

7.1 Subscription costs and pricing structure for any given plan are subject to change and are annually reviewed. OnePatch may increase or decrease subscription fees due to VAT changes, or as a result of changes in our business strategy, market changes, or rising demand for our products and services. In the case of VAT increasing or decreasing, OnePatch will act accordingly to adjust that VAT difference for our prices and services.

7.2 If OnePatch decides to revise prices for our existing products and services, subscribed Clients will not be affected for the period of 6 months from the original subscription date. After a 6 months period the revised prices will take effect.

8. Acceptable Use Policy

8.1 OnePatch reserves the right to suspend or cancel a Clients access to any or all of our services, where we deem that an account has been used inappropriately.

OnePatch Ltd will suspend or cancel access to an account which:

Contains invalid or fraudulent details

Initiates a payment card charge back

Attempts to resell or sublease any software or services without prior written permission from OnePatch

Uses obscene, offensive or inflammatory language when contacting the company or its representatives or in the instance of dealing with the company or its representatives on any public forum

Infringes copyrights or trademarks

Promotes or assists any illegal activity

8.2 Under any circumstances you must not sell, resell or licence OnePatch services for any use except for your own internal commercial purposes.

9. Disclaimer and Limitation of Liability

9.1 The Client uses the Service at its own risk and in no event shall OnePatch be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from OnePatch negligence) including, but not limited to, loss of profits, loss of contracts, change in Client s business circumstances, business interruptions, loss of money, the Client s identity theft , brand damage, loss of or corruption of data or the Client’s inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.

9.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and OnePatch becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from OnePatch negligence) or otherwise, will not exceed the total charges paid by the Client in the one month preceding such liability arising.

9.3 The Client must make every effort to secure their username, passwords and key phrase details and should not under any circumstance disclose their username and password and key phrase details to a third party or by an email request. OnePatch, nor its directors, employees or representatives will be liable for damages arising out of or in-connection with the use of this Site or the Software or information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind.

9.4 It is the Clients responsibility to maintain update browser, firewall or anti-virus and anti- spyware software. The Client must protect their Computer and ensure they update all security software by downloading the latest security patches from relevant software provider.

9.5 OnePatch cannot guarantee 100% uptime and endeavours to provide services as described on the Site.

9.6 The Client content uploaded to OnePatch is owned by the Client and the responsibility for the accuracy and quality of the content entirely yours.

9.8 The Client is responsible for paying subscription costs for channels they use via OnePatch such as Amazon, eBay or any other channel connected to OnePatch

10. Indemnification

10.1 The Client shall indemnify OnePatch and keep us indemnified against any liability to any third party arising out of or connected with the Client’s use of the Service.

10.2 The Client hereby indemnifies and holds harmless OnePatch against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by OnePatch in connection with the Agreement as a result of a breach by the Client of any provision of this Agreement, law or regulation and/or as a result of any third-party legal action or threatened action.

10.3 OnePatch will accept no liability for losses arising from the Clients interpretation of any advice given to the Client during the use of the Service.

11. Warranty given by OnePatch

OnePatch undertakes to use reasonable skill and care in providing the Service as described on the Site.

12. Force Majeure

12.1 OnePatch shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Service, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:

12.1.1 act of god, explosion, flood, tempest, fire or accident; weather, war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, data breach, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or difficulties in obtaining the System, labour, fuel, parts or machinery.

12.2 OnePatch cannot be held responsible for any technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of third party against agreed commitments including Hosting Services or API Services.

13. Statutory Information

14. Privacy

See Privacy Policy

15. Assignation

15.1 OnePatch Ltd shall be entitled to subcontract, assign or transfer our obligations or rights to a competent third party or to any associated company whether in whole or in part. The Client may not assign or transfer any of your rights or obligations without our written consent.

16. Miscellaneous

16.1 These Conditions contain all the terms of your agreement with us relating to your use of this Site. No other written or oral statement (including statements in any brochure or promotional literature published by us) will be incorporated. Your use of this Site, any downloaded material from it and the operation of these Conditions shall be governed by, construed and interpreted in accordance with the law of Scotland and you agree to submit to the non-exclusive jurisdiction of the Scottish courts.

17. General

17.1 Failure or delay by OnePatch in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

17.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

18. Payment of Service charges

18.1 All payments are made through third party. The Agreement is based upon the Client paying in full the initial payment in advance of our acceptance of the Client’s Order, prior to the Service commencing.

18.2 You confirm that the credit/debit card that is being used is yours. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your Order and we will not be liable for any delay or non- delivery and we are not obliged to inform you of the reason for the refusal. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your Order Confirmation.

18.3 Where payments have lapsed for any reason, there will be an admin fee charged to you at the discretion of OnePatch.

18.4 The Client shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to OnePatch. All payments made are non- refundable.

Help and Information

If you have any questions about these terms and Conditions or want to inquire about your personal information or company information in general, you can contact us with one of the following methods: